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Octopus Deploy Customer Agreement
General Terms
Effective 1 October 2024
These General Terms form part of a legal agreement between you and Octopus Deploy Pty Ltd
ABN 69 160 339 186, an Australian company (Octopus Deploy, we, our, or us). These General
Terms provide the general terms and conditions for using our Products. Terms with capitalised
letters are defined in Section 23.
By doing any of the following, you agree to these General Terms: (a) clicking “I agree” (or a
similar button or checkbox) when displayed to you; (b) installing, using, our accessing our
Products; (c) placing an order; or (d) indicating your acceptance in any other way (such as
signing an order, informing us orally that you agree to these terms, or paying an invoice). If there
is any difference between these terms as found in any of our Products and the latest version on
our website at the time of your acceptance, the website version will apply.
IF YOU ARE ACCEPTING THESE GENERAL TERMS ON BEHALF OF ANOTHER PERSON OR AN
ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORISED TO DO SO, AND A
REFERENCE TO “YOU” OR “YOUR” SHALL BE A REFERENCE TO THAT PERSON OR ENTITY.
1. Our agreement with you. relation to confidentiality or acceptable
1.1. Formation. An agreement is formed usage. You must use commercially
when you place an order and we accept reasonable efforts to prevent
it (the “Customer Agreement” or unauthorised access to or use of any of
“Agreement”). Your Agreement our Products. You are responsible and
consists of: liable for the actions of your end users
(a) these General Terms; as if they were your own, even if not
(b) the Data Processing Agreement; actually authorised by you.
(c) any applicable Product Terms;
and 2. Our Products.
(d) your order form, 2.1. Permitted use. You may use our
and commences on the date we accept Products only:
the order. (a) for your own business purposes
(and / or those of your Affiliates);
1.2. Orders separate. Each order creates a (b) in accordance with any
separate Agreement. applicable documentation we
publish from time to time;
1.3. Acceptance. When we accept your (c) in accordance with all applicable
order, subject to your paying the laws;
required fees, you get a license or right (d) during your order term; and
to use our Products as specified in the (e) as otherwise specified in your
order. order.
1.4. Affiliates. Your Affiliates can use our 2.2. Product features. We continuously
Products just as you can, within the work to develop our Products and
limits of your Agreement. You are Product features may be added,
responsible and liable for their actions change, or be removed, from time to
as if they were your own. time at our discretion. You agree that
your order(s) are not contingent on the
1.5. End users and representatives. You delivery of any future functionality or
can allow end users to use our Products features.
on your behalf, within the limits of your
Agreement. They may need to agree to
additional terms, for example, in
Octopus Deploy Customer Agreement 1
General Terms 1 October 2024
2.3. Availability. Hosted Products or whether alone or bundled with
services may be temporarily other offerings;
unavailable for scheduled maintenance (c) misrepresent your identify or
or unscheduled emergency affiliation with any person or
maintenance, either by us or by our entity;
third party providers, or because of (d) attempt to circumvent any actual,
causes beyond our reasonable control. intended, or implied licensing or
We shall use reasonable efforts to contractual restrictions on your
provide advance notice of any use of the Products;
scheduled unavailability. For self- (e) use our products or services if
hosted Products, availability is subject you are a direct competitor, or to
to your own maintenance of your monitor, benchmark, or evaluate
infrastructure and software installation them for competitive purposes;
and configuration. or
(f) do any other thing which would
2.4. Integration with third party services violate our Acceptable Use
and applications. You may access or Policy,
use our Products through services or and we may:
applications provided by third parties. (g) suspend supply of our Products
In these cases, you may be required to with or without notice; or
accept terms and conditions of a third (h) terminate your Agreement(s) for
party or to provide authentication breach under Section 6.1(a),
details to third parties. Such third for your breach of any of these
parties may share information that you restrictions.
provide to them with us. Any third party
service or application that we may 3. Orders.
provide access to, an integration for, or 3.1. Form of orders. Your order form may
otherwise identify, is for convenience provide information including:
only and is not an endorsement or (a) the Product(s);
approval. The manner in which a third (b) fees;
party deals with any information that (c) payment due date (or the time of
you give them is solely between you ordering net 0 if not specified);
and the third party. We are not (d) payment methods;
responsible or liable for any third party (e) payment currency (default is
services or applications or your usage United States dollars if not
of them, and do not guarantee specified);
interoperability with any third party (f) permitted use; and
services or applications. (g) order term.
An order is only binding once we accept
2.5. Monitoring. We have the right, but not it and give you access to the
the obligation, to monitor use of our Product(s).
Products.
3.2. Taxes. Fees do not include taxes,
2.6. Restrictions. You may not: charges, excises, duties, etc. unless
(a) reverse engineer, copy, modify, specified otherwise. We may charge
distribute, or try to uncover the you for such amounts on top of the
source code or components of fees. If you need to withhold taxes or
our Products (other than as other sums, you still need to pay us the
provided through our full amount listed, including the
documentation and APIs, or open withheld amount, with the full amount
source software); grossed up to include any withholding.
(b) resell, sublicense, or distribute If you need a revised invoice to show
our products or services, whether these additional amounts, let us know
for free or for payment, and and we will provide it.
Octopus Deploy Customer Agreement 2
General Terms 1 October 2024
3.3. Credit card payments. If you are 4.2. Renewal of monthly orders. Monthly
paying fees by credit card, you must orders automatically renew every
give us accurate information. By month until you terminate them. The
providing us credit card information you termination will take effect at the end of
confirm that you are authorised to use the order month.
the credit card for the payment of those
fees. It is your responsibility to update 4.3. Continued usage post-expiry. If you
your credit card details when keep using the Products after your
necessary, including any change of then-current order term ends, you are
billing address or expiration date. You deemed to accept renewal of the order.
authorise us to charge your card for any
fees payable as and when due under 4.4. Renewal pricing. Renewals will be
any order including any renewals (if invoiced at our standard fees at the time
applicable). of renewal.
3.4. Upgrading and downgrading Product 4.5. Renewals are separate orders and
licenses and subscriptions. You may Agreements. Each renewal is a new
upgrade your Product license or order and forms a new Agreement
subscription tier during your order term. effective as of the day after expiry of
We will invoice you the difference in the preceding order and Agreement,
cost between your prior and upgraded separate from the preceding or any
license or subscription pro rata for the concurrent or future orders or
remainder of your order term. Any Agreements.
downgrade in Product license or
subscription shall only take effect upon 4.6. Non-renewal. Notwithstanding the rest
renewal of the order. Downgrades may of this Section 4, we may, at our
cause the loss of features or capacity discretion, elect not to accept renewal
and we are not liable for your decision of an order.
to downgrade.
5. Trials.
3.5. Default. If you do not pay on time, we 5.1. Trials. We may offer certain Products
may: at no charge for a free trial. Unless
(a) immediately suspend or expressly agreed otherwise by us in
terminate your Agreement(s) with writing, trials:
us; and / or (a) expire thirty (30) days from the
(b) charge interest at 1.5% per month trial start date;
(calculated and compounding (b) are for internal evaluation
daily) or the maximum allowed by purposes only and not for
law, whichever is lesser. production use;
We may also require that you pay our (c) are provided “AS-IS” and “AS-
enforcement and recovery costs, AVAILABLE” without any
including legal fees and expenses as- warranty or indemnity of any kind
incurred. whatsoever including those
provided in the Agreement; and
4. Order Renewals. (d) may be subject to additional
4.1. Renewal of annual or multi-year terms.
orders. Unless stated otherwise in your
order, annual or multi-year orders 5.2. Number of trials limited. Unless we
automatically renew for successive expressly agree otherwise in writing,
twelve (12) month terms unless you you are limited to a single trial in any
notify us at least 30 days before the twelve (12) month period. If during this
current term ends (or such other period period you:
as may be specified in your order). (a) attempt to sign up for multiple
trials after your first one; or
Octopus Deploy Customer Agreement 3
General Terms 1 October 2024
(b) continue using the Product after (c) if the order included any discount
the trial has ended, or credit or right to a future
this shall be deemed an order for that discount or to apply credit to a
Product and we reserve the right to future payment, on termination
invoice our then-current fees for that you will lose any entitlement to
Product for your continued usage. that discount or credit.
6. Termination, expiry, and non- 7. Your Data.
renewal. 7.1. Ownership of Your Data. You keep all
6.1. Termination for breach. Either party rights to Your Data. By using our
may terminate its Agreement(s) by Products, you grant us a worldwide,
notice in writing if the other party: non-exclusive, royalty-free license to
(a) is in breach of an Agreement use, transfer, store, and deal in any way
which is capable of remedy, and with, Your Data, for the purposes of or
has not remedied the breach incidental to supplying any Product
within thirty (30) days of notice of including, without limitation, research,
the breach to the party in breach; development, and responding to any
(b) is in breach of the Agreement and support requests.
the breach is incapable of
remedy; 7.2. Completeness of Your Data. You are
(c) is in breach of applicable law in its responsible for ensuring Your Data is
performance of the Agreement or accurate and complete.
the continued performance of the
Agreement may render the 7.3. Legality of Your Data; personally
terminating party in breach of identifiable information. Your Data
applicable law; must comply with the terms of your
(d) ceases to carry on business; or agreement with us and all relevant laws.
(e) is subject to bankruptcy You must not give us any personally
proceedings, appointment of an identifiable information unless needed
administrator, or similar event. for your end users to use our
Product(s). Do not submit any patient,
6.2. Termination for repeated breach. We medical, or health information or
may terminate your Agreement(s) information otherwise deemed as
immediately upon notice in writing if we sensitive under any applicable laws.
have notified you more than twice of
the same breach in respect of any of 7.4. Right to provide Your Data. You
them. warrant that you have the right to
provide Your Data to us and that doing
6.3. Effect of termination, expiry, or non- so shall not violate any applicable laws
renewal. On termination, expiry, or or third party rights. You indemnify us
non-renewal (as applicable): from any claims by third parties in
(a) your right to use our Products relation to Your Data.
shall immediately and
unconditionally cease; 7.5. Security of Your Data.
(b) you remain liable for payment of (a) We take measures to protect
any monies which are, were, or Your Data from security threats.
became, due and owing during These measures shall include
the order term. You are not organisational restrictions on
entitled to any refund or credit, accessing, using, modifying, or
pro-rata or otherwise, save disclosing Your Data.
where terminated for our (b) As data often travels over
unremedied breach, in which networks we do not control, we
case any refund or credit shall be cannot guarantee complete
at our reasonable discretion; and security or confidentiality of Your
Octopus Deploy Customer Agreement 4
General Terms 1 October 2024
Data. We are not responsible for 8.3. Protection standard. The Recipient
any data lost, intercepted, or must keep the Discloser’s Confidential
altered on third party networks or Information confidential and protect the
systems unless due to our Discloser’s Confidential Information
negligence or intentional with at least the same level of care as it
misconduct. does its own similar information.
(c) You are responsible for the
security of Your Data when it is in 8.4. Permitted disclosure: Confidential
your own possession or that of Information can only be shared with the
your end users, including any of Recipient’s Affiliates, their directors,
your accounts and passwords. officers, employees, contractors,
You must not hold us responsible agents, and professional advisors,
or liable for your failure to provided they need the information for
maintain your own appropriate a permitted purpose and are bound by
security over Your Data. confidentiality obligations. The
(d) You are responsible for backing Recipient must inform anyone handling
up Your Data. We are not liable the Discloser’s Confidential Information
for any unauthorised access or about its confidential nature.
use of Your Data, or any
corruption, deletion, destruction, 8.5. Ownership. Confidential Information
or loss of any of Your Data. remains the property of the Discloser.
7.6. Liability. We are not responsible for 8.6. Return or destruction. Following expiry
Your Data except as described here. of the Agreement and any other
You are solely responsible for Your relevant Agreements, or the Discloser’s
Data and its use, storage, disclosure, or reasonable request, the Recipient must
transmission. We have no obligation to return or destroy the Discloser’s
monitor Your Data. Confidential Information, except for
such copies as the Recipient may be
7.7. Deletion of Your Data. We may delete required to retain by law, or copies
Your Data 90 days after your order stored in routine backups, provided that
(including any renewals) ends, or your any surviving copies remain
request. confidential in accordance with this
Section 8.
8. Confidentiality.
8.1. Disclosure. Either party (the 8.7. Compelled disclosure. If the Recipient
“Recipient”) may receive Confidential is compelled by a legal, regulatory, or
Information from the other party (the administrative process, to disclose the
“Discloser”) related to the Agreement Discloser’s Confidential Information,
or the supply of products/services. This the Recipient shall:
may occur through uploads, sharing via (a) if practicable and lawful to do so,
the Products, or exchanges for product notify the Discloser of the
supply purposes. disclosure and allow the
Discloser to take action to limit or
8.2. Permitted use. Confidential prevent the disclosure; and
Information can only be used for the (b) disclose only the Confidential
purposes of the Agreement or related to Information necessary to comply
the development, supply, or receipt of with the obligation.
the Products. The Recipient must not
copy, publish, or disclose Confidential 8.8. Damages insufficient. The Recipient
Information without the Discloser’s acknowledges that unauthorised
written approval, except as provided in disclosure of the Discloser’s
this Section 8. Confidential Information may cause the
Discloser irreparable harm, and agrees
Octopus Deploy Customer Agreement 5
General Terms 1 October 2024
that the Discloser can seek injunctive (c) you have independently verified
relief without proving monetary loss. that the Product(s) are suitable
for your purposes;
8.9. Obligations absolute. This Section 8 (d) minor Product errors do not
supersedes and replaces any constitute a breach of an
obligations of confidentiality owed or Agreement; and
exchanged by the parties, whether prior (e) the terms of each Agreement are
to or during the Agreement, in relation reasonable and reflected in the
to the types of information which may price, which would be higher
be disclosed as described in Section without these terms, and you
8.1. accept this risk.
9. Warranties. 9.5. DISCLAIMER OF IMPLIED
9.1. General Warranties. Both parties WARRANTIES. EXCEPT FOR ANY
warrant, both when an Agreement is REPRESENTATIONS AND
formed and on an ongoing basis, that WARRANTIES THAT BY LAW OR IN
they have the legal power to enter into EQUITY CANNOT BE WAIVED OR
and perform the Agreement and that LIMITED BY CONTRACT, THE
doing so does not violate any laws or REPRESENTATIONS AND
obligations to third parties. Any user of WARRANTIES SET FORTH IN THESE
any of our Products must be thirteen GENERAL TERMS ARE THE ONLY
(13) years old or older. Uses whom are REPRESENTATIONS OR WARRANTIES
under the age of majority must have the MADE BY US AND NO OTHER
approval of their parent or legal REPRESENTATIONS OR WARRANTIES,
guardian. EXPRESS OR IMPLIED, WILL APPLY.
WHERE YOU HAVE LEGAL OR
9.2. Product Warranty. We warrant that, for EQUITABLE RIGHTS OR REMEDIES, TO
your order term, the Product(s) will THE EXTENT PERMITTED BY LAW,
work as described in our SUCH RIGHTS (A) ARE LIMITED TO THE
documentation when used properly, SHORTEST PERIOD ALLOWED BY THE
provided that they are used: LAW, (B) YOUR ENTITLEMENT TO
(a) on the appropriate computer RELIEF IS LIMITED TO THE FORMS OF
system and software RELIEF REQUIRED BY THE LAW, AND
environment; (C) THE FORM OF RELIEF SHALL BE AT
(b) without unauthorised OUR DISCRETION.
modification, or integration or use
with third party products; and 10. Liability.
(c) according to our documentation. 10.1. EXCLUSIONS TO LIABILITY. NEITHER
PARTY, NOR ITS SUPPLIERS OR
9.3. Virus Warranty. We will take AFFILIATES, WILL BE LIABLE FOR ANY
commercially reasonable and industry INDIRECT, SPECIAL, OR
standard steps to ensure the products CONSEQUENTIAL LOSSES SUCH AS
are free from viruses, malware, or LOSS OF PROFITS, BUSINESS,
harmful code when provided to you. If CONTRACTS, ANTICIPATED SAVINGS,
they are not, your sole and exclusive GOODWILL, REVENUE, HARDWARE,
remedy, and our sole obligation, is to fix SOFTWARE, OR DATA, EVEN IF THEY
or replace the Product(s). WERE WARNED OR SHOULD HAVE
BEEN AWARE OF THE POSSIBILITY OF
9.4. Your Representations. You SUCH LOSS.
acknowledge and agree that:
(a) the Products are not tailored to 10.2. Remedies. If, during your order term, a
your specific requirements; Product fails to perform in accordance
(b) it is your responsibility to ensure with Section 9.2, we will, at our sole
the Product(s) meets your needs; option, and as your sole remedy, repair
Octopus Deploy Customer Agreement 6
General Terms 1 October 2024
or replace the Product, provided that the terms of the open source or public
you: license will apply to that material, such
(a) notify us in writing: as access to source code, modification
(i) during your order term; and rights, and reverse engineering rights.
(ii) within thirty (30) days of Provided you use our Products as
your first becoming aware provided, within your permitted scope,
of the defect; and and without distributing the software to
(b) provide us all necessary third parties, the open source licenses
information we may request or will not impose additional obligations
require to help us identify and beyond what is stated in your
resolve the issue. Agreement.
10.3. LIABILITY LIMITED. IN RESPECT OF 12. Indemnities.
ANY AGREEMENT, TO THE EXTENT 12.1. Conditions of indemnity. A person
PERMITTED BY LAW, OUR MAXIMUM indemnified under this section 12 (“the
LIABILITY TO YOU, PER EVENT AND IN indemnified”) shall not have the benefit
THE AGGREGATE, WHETHER IN of the indemnity unless they comply
CONTRACT, TORT (INCLUDING with the following requirements:
NEGLIGENCE), OR OTHERWISE, IS (a) the indemnified must promptly
LIMITED TO THE AMOUNT PAID TO US notify the indemnifying party
UNDER THE AGREEMENT IN THE (“the indemnifier”) in writing
TWELVE (12) MONTHS PRECEDING about the claim.
THE EVENT CAUSING THE LIABILITY. (b) the indemnified must permit the
indemnifier the right, but not the
11. Intellectual property. obligation, to take control of the
11.1. Ownership. We retain all right, title, and defence of the claim including
interest in our intellectual property, any negotiations; and
whether created before or after your (c) the indemnified must provide the
Agreement. We only license or grant indemnifier any reasonable
any rights to our intellectual property information or assistance the
where expressly provided under your indemnifier may require to
Agreement. conduct the defence of the claim
including any negotiations.
11.2. License to feedback. You grant us
worldwide, perpetual, irrevocable, 12.2. Your indemnity to us. You will
royalty-free license to use and indemnify and hold us, our Affiliates,
incorporate into our Products any and our respective officers, directors,
suggestions, enhancement requests, employees, contractors, agents, and
recommendations, corrections, or other servants, harmless from and against
feedback which you, your Affiliates, or any third party claims, disputes,
your respective end users, may demands, liabilities, damages, losses,
provide. costs, and expenses, including
reasonable legal and professional fees,
11.3. Third party and open source material. arising out of or in any way connected
Our Products may utilise or include with your breach of any law in the
material licensed from third parties, course of your accessing or using any
including material published under an of our Products or providing us with any
open source or public license. We will of Your Data.
identify the open source or publicly
licensed material included in our 12.3. Our indemnity to you. We will
shipped Products either within the indemnify and hold you, your Affiliates,
Product, in our documentation, or on and your respective officers, directors,
our website. Where an open source or employees, contractors, agents, and
public license applies to such material, servants, harmless from and against
Octopus Deploy Customer Agreement 7
General Terms 1 October 2024
any third party claims, third party 13. Transfer of Rights and Obligations.
claims, disputes, demands, liabilities, 13.1. Permitted assignment. Either party
damages, losses, costs, and expenses, (“assignor”) may assign an Agreement
including reasonable legal and to:
professional fees, arising out of or in (a) an Affiliate;
any way connected with alleged (b) an entity divested from the
infringement of the copyright or patent assignor or its parent group
of the third party arising as a result of which, but for the divestment,
your accessing or using any of our would be an Affiliate of the
Products in accordance with your assignor; or
Agreement. Without limiting any other (c) a successor arising from the
action we may take in response to such assignor’s merger with another
claim, we may, at our sole option: entity or from the sale of all or
(a) negotiate terms for the continued substantially all the equity or
use of the Product; assets of the assignor,
(b) amend the Product to be non- (the “assignee”), provided that:
infringing; or (d) such assignment would not
(c) if we reasonably consider that cause the assignor, assignee, or
neither of the foregoing are other party, to be in breach of any
practicable, terminate the part of the Agreement; and
affected order and refund you (e) if you are the assignor, as of the
pro-rata for the balance of the assignment date:
order term. (i) there are no outstanding
fees or monies owing to us;
12.4. Exceptions to our indemnity. Our and
indemnification obligations in Section (ii) you are not in unremedied
12.3 DO NOT APPLY: breach of the Agreement.
(a) to any damages and costs arising
prior to your giving us notice of 13.2. Notice of assignment. The assignor
the claim; must give the other party at least seven
(b) if you made any act or omission in (7) days’ written notice of the
response to the claim without our assignment. Upon assignment, the
prior written consent, including assignee shall be responsible and liable
making any admission, for performance of the Agreement and
concession, or settlement offer; the assignor’s rights and obligations
(c) if your, or your Affiliates’, actions under the Agreement (including
contributed to the infringement; accrued rights and obligations) shall
(d) if you are in breach of any part of lapse.
an Agreement with us including
your obligations under Section 13.3. Invalid assignments. Any assignment
12.3; or which does not comply with this
(e) if the total aggregate fees which Section shall be void and of no effect
we have received from you, unless the other party provides its prior
under all of your orders, in the express written consent (which may not
twelve (12) months prior to the be unreasonably withheld or delayed).
claim, are less than USD $50,000.
14. Export.
12.5. SECTION 12.3 OUTLINES OUR SOLE Products may be subject to export
LIABILITY AND YOUR EXCLUSIVE controls or trade laws in the deemed
REMEDY FOR ANY IP INFRINGEMENT jurisdiction of import or export. Each
CLAIMS RELATED TO OUR PRODUCTS. party shall comply with all applicable
trade laws. You represent and warrant
that you will not violate any such laws
Octopus Deploy Customer Agreement 8
General Terms 1 October 2024
or engage in any action which may Notices shall be deemed given upon
cause us to violate such laws. receipt if received on a business day in
the place of receipt between the hours
15. Publicity. of 9.00am and 5.00pm. If received
We may identify you as a customer in outside those times, notices shall be
our promotional materials. We will deemed received at 9.00am on the
promptly stop doing so upon your following business day.
request via email sent to
sales@octopus.com. 18. Waiver; election of remedies.
18.1. Waiver. If either party does not enforce
16. Force Majeure. strict performance of any obligations or
Neither party is responsible or liable for exercise their rights under an
any omission or delay under an Agreement, it does not mean they
Agreement where the omission or delay waive those rights or obligations.
is caused by an event beyond the Waiver of a default does not mean that
reasonable control of any party, future defaults are waived. A waiver is
including, but not limited to, act of God, only valid if it is expressly stated as a
natural disaster, war or invasion, waiver and communicated in writing to
terrorism or act of a public enemy, the other party.
strikes and industrial disputes,
pandemic, epidemic, embargo, 18.2. No election of remedies. Except as
prohibition, confiscation, act of expressly set forth in your Agreement,
government authority, or failure of the exercise by either party of any of its
telecommunications or data networks remedies under the Agreement will not
or services. If a party is prevented from be deemed an election of remedies and
performing its obligations under an will be without prejudice to its other
Agreement for a period of thirty (30) remedies under the Agreement or
days due to such an event, or the nature available at law or in equity or
of the force majeure is such that the otherwise.
continued performance of the
Agreement is rendered impracticable, a 19. Enforcement.
party may terminate the Agreement by 19.1. Notice. You must promptly notify us of
giving written notice. any actual or anticipated breach of any
Agreement and assist us to investigate
17. Notices. the breach and take any appropriate
Any notices must be given in writing. enforcement action.
You agree that any electronic
communication will satisfy any 19.2. Telemetry. Our Products may include
applicable legal communication licensing and usage telemetry. If
requirements, including that such telemetry is disabled, usage of our
communications be in writing. Products may be limited, disabled, or
suspended, until telemetry is re-
We may provide notice to you via email enabled. We are not responsible or
to any of the email address(es) that you liable for any unintended or non-
have provided us. performance due to telemetry being
disabled. If your usage of our Products
You may provide notice to us: is invoiced on a consumption or
(a) by post to: Octopus Deploy Pty. variable basis, and telemetry is not
Ltd., Level 4, 199 Grey St, South enabled, we may invoice you
Brisbane, QLD 4101, Australia.; or according, at our discretion, to either
(b) by email to: legal@octopus.com. your maximum permitted usage or our
own reasonable estimates of your
usage, either of which may be greater
Octopus Deploy Customer Agreement 9
General Terms 1 October 2024
than your actual usage had telemetry 21. Dispute resolution.
been enabled, and such estimate is 21.1. Application. A party must not
final. commence legal proceedings (except
for urgent interlocutory relief) against
19.3. Verification that use is within the other party without first complying
permitted scope and limits. Should you with the dispute resolution process set
exceed your permitted scope and limits out in this Section 21. However, if a
of use of our Products, we may invoice party does not comply with the process,
you for the excess use. To enable us to the other party need not comply with
confirm whether you have exceeded the process.
your scope of usage, we may audit your
or our relevant records of your usage of 21.2. Notice. If a dispute arises between the
the Product(s). We will give you parties, a party may give notice to the
reasonable notice of any required audit other party of the dispute.
of your records. We will bear the costs
of the audit unless the audit reveals 21.3. Parties to meet. Authorised
excess use, in which case, you will bear representatives of the parties with
the costs of the audit in addition to the authority to resolve the dispute shall
fees payable for the excess use. meet within fourteen (14) days of
receipt of notice of the dispute and shall
20. Law and Jurisdiction. endeavour in good faith to resolve the
20.1. Governing law. Agreements shall be dispute. Such meeting may take place
interpreted in accordance with the by video.
applicable laws of the Governing Law,
without reference to its conflict of laws 21.4. Referral to mediation. If the dispute
principles. remains unresolved fourteen (14) days
after the meeting of the parties’
20.2. Jurisdiction. Each party submits to the authorised representatives, either party
exclusive jurisdiction and venue of the may refer the dispute for mediation to a
Governing Venue, and courts of person agreed by the parties, or, if a
appellate jurisdiction. Notwithstanding mediator is not agreed by the parties
the foregoing, a party may take action within a further fourteen (14) days, a
in another jurisdiction for urgent mediator appointed by the President (or
interlocutory relief pending final equivalent) of the association
determination of the dispute in the regulating the legal profession
Governing Venue under the Governing practicing the Governing Law, or the
Law. President’s nominee.
20.3. Enforcement. Each party consents to 21.5. Conduct of mediation.
the enforcement of any judgment of the (a) The mediation shall take place in
courts of the Governing Venue (and the Governing Venue. The parties
appellate courts) in any other may attend the mediation by
jurisdiction. video.
(b) The parties shall comply with the
20.4. Costs. The prevailing party in any directions given by the mediator
dispute determined by a Court of as to the conduct of the
competent jurisdiction shall be entitled, mediation.
in addition to damages or other relief, (c) The parties are entitled to legal
its reasonable costs and expenses, representation at the mediation.
including reasonable legal fees, expert (d) The parties shall bear their own
fees, and court fees and expenses. costs of the mediation and shall
bear equally the mediator’s costs.
Octopus Deploy Customer Agreement 10
General Terms 1 October 2024
21.6. Termination of mediation process. If 17 (Notices), 19 (Enforcement), 20 (Law
the dispute remains unresolved thirty and Jurisdiction), 21 (Dispute
(30) days after the appointment of the resolution), 22 (Construction), 23
mediator, a party that has complied with (Definitions), and 24 (Interpretation), of
this dispute resolution process may these General Terms.
terminate the process by notice to the
other party. 22.6. Changes. We may update these
General Terms, our Product Terms, or
22. Construction. our Data Processing Agreement, from
22.1. Priority. If there is any conflict between time to time. We will notify you via
the documents forming an Agreement, email, the Product, or our website,
the document listed higher in Section 1.1 specifying the effective date. If you do
will take precedence. not accept the changes, you may elect
to terminate any or all of your
22.2. Supplier. Some Products may be outstanding orders with us with 30
provided by our Affiliates. If this is the days’ notice in writing, provided that we
case, this will be noted in the applicable receive such notice within thirty (30)
Product Terms. In such cases, your days of the date we give notice of the
Agreement will between you and that change.
Affiliate, and references to “we”, “our”,
“us” or “Octopus Deploy” will refer to 22.7. Electronic Signature. The parties may
that Affiliate, and your relationship in use electronic signatures to sign an
respect of those Products shall be Agreement and agree that an electronic
solely between you and that Affiliate. signature will have the same legal force
Payments for Agreements with us and and effect as a handwritten signature.
our Affiliate(s) may be invoiced
together or separately at our discretion. 22.8. No partnership or joint venture. No
agreement creates any partnership or
22.3. Other documents excluded. Any joint venture or allows either party to act
additional terms, policies, or documents on behalf of the other.
you attach to an order form or
otherwise provide do not form part of 22.9. Counterparts. Agreements may be
your Agreement. Notices that you send executed in counterparts, each of
us under cover presuming that they are which will be deemed an original, but all
accepted unless we state otherwise, of which together will constitute one
are expressly rejected. and the same agreement.
22.4. Severability. If any part of your 22.10.Entire Agreement. Each Agreement is
Agreement is found to be invalid, illegal, the complete agreement between us
or unenforceable, by a competent regarding its subject matter. You agree
authority, that part will be removed, but that you have not relied on any
the rest of the Agreement will remain statements, assurances, or warranties
valid and enforceable to the fullest not included in the Agreement. The
extent allowed by law. Agreement replaces all previous or
current oral or written communications,
22.5. Survival. Sections of your Agreement proposals. and representations related
that expressly or by implication or to the Products or any other subject
necessity survive termination or expiry matter covered by the Agreement.
of the Agreement will continue to apply,
including, without limitation, Sections
3.5 (Default), 6.3 (Effect of termination,
expiry, or non-renewal), 7.7 (Deletion of
Your Data), 8 (Confidentiality), 10
(Liability), 11.2 (License to feedback),
Octopus Deploy Customer Agreement 11
General Terms 1 October 2024
23. Definitions. Data Processing Agreement means
In these General Terms, unless the our agreement governing our collection
context requires otherwise: and dealing with personally identifiable
information in accordance with
Affiliate means any body corporate, applicable privacy laws.
unincorporated association, or
partnership, which directly or indirectly, General Terms means Sections 1 to 24
(a) owns or controls, (b) is owned or is of these terms.
controlled by, or (c) is under common
ownership or control with a party, Governing Law and Governing Venue
where control means the power to mean:
direct the entity’s management or
affairs, and ownership means the Your country Governing Governing
beneficial ownership of greater than of residence Law Venue
or
50% of the voting equity securities or incorporation
other equivalent voting interests of the
Asia, Queensland, Brisbane
entity.
Australasia Australia
and the
Acceptable Use Policy means our Pacific
policy governing the acceptable use of European Ireland Dublin
our Products. Union
United England and London
Agreement means an agreement Kingdom Wales
formed upon our acceptance of an
Other California, San
order as described in Section 1.1. United States Francisco
of America
Confidential Information means the
proprietary and confidential information Product Terms means any terms
of a party and / or its Affiliates specific to our supply of a particular
including, but not limited to, documents, Product.
data, technical information, methods
and processes, computer programs Products means our application
and scripts, source code, reports, software, cloud services, professional
manuals, databases, and data. In your services, support services, and any
case, your Confidential Information other goods, products, or services, that
includes Your Data. Confidential we may offer from time to time.
Information excludes information
which: you means the person, corporation,
(a) was known to the Recipient partnership, or other entity, entering
before disclosure as evidenced into your Agreement to procure
by bona fide written documents; Products from us, and your has its
(b) is or becomes publicly known corresponding meaning.
through no wrongful act of the
Recipient; Your Data means any data,
(c) is independently developed by applications, configuration settings,
the Recipient; or content, code, images or material of
(d) is disclosed to the Recipient by a any type that you upload, submit or
third party without breach of any otherwise provide us (including via our
obligations of confidentiality. Products) for any purpose.
Octopus Deploy Customer Agreement 12
General Terms 1 October 2024
24. Interpretation.
In these General Terms, unless the 24.7. No party enters into an Agreement as
context otherwise requires: agent for any other person (or
otherwise on their behalf or for their
24.1. A reference to the singular includes the benefit).
plural and the plural includes the
singular. 24.8. The meaning of any general language is
not restricted by any accompanying
24.2. A reference to any contract (including example, and the words “includes”,
an Agreement) or other instrument “including”, “such as”, “for example” or
includes any variation or replacement similar words are not words of
of it and as it may be assigned or limitation.
novated.
24.9. No part of an Agreement shall be
24.3. A reference to a law includes construed against a party merely
subordinate legislation (including because the party caused or
regulations) and other instruments contributed to the inclusion of that part
under it and any amendment or in the Agreement.
replacement of any of them.
24.10. Headings and the table of contents
24.4. A reference to a person or entity are for convenience only and do not
includes an individual, a firm, a body form part of the Agreement or affect its
corporate, a trust, an unincorporated interpretation.
association or an authority.
24.11. Where there are two or more persons in
24.5. A reference to a person includes their a party each are bound jointly and
legal personal representatives severally.
(including executors), administrators,
successors, substitutes (including by
way of novation) and permitted assigns.
24.6. A reference to a day or a month means
a calendar day or calendar month.
Octopus Deploy Customer Agreement 13
General Terms 1 October 2024
Octopus Deploy Customer Agreement
Product Terms
Octopus Server Product Terms
Effective 1 October 2024
Your use of the Octopus Server application software is subject to these Product Terms.
1. Grant of License. We grant you a for Octopus Server, as well as
worldwide, non-exclusive, fully paid, technical support. We may, but are
non-transferable license to install and under no obligation to, release any
use Octopus Server. update, upgrade or patch at any time
or for any reason. New features may
2. License Delivery. You will need a be offered on a trial, temporary, or
license key to activate and use beta basis, and the continued
Octopus Server. This key will be availability of any particular feature is
delivered electronically. not guaranteed.
3. Usage. The fees for Octopus Server 5. Installation of Updates. You must
may be calculated: promptly install any updates,
(a) based on fixed usage limits; upgrades, or patches ("Updates"). If
(b) based on actual usage; you do not apply any Update within
(c) user or seat-based pricing; three (3) months of it being made
(d) a combination of the above; or, generally available to Octopus Server
(e) by other means, users free of charge (or three (3) days
as specified in your order. in the case of Updates that we identify
as priority, urgent, or similar), the
If your fee schedule provides for warranties and indemnities under the
variable or consumption-based General Terms or these or any other
pricing, your fees may vary during Product Terms SHALL NOT APPLY
each billing period based on actual and shall be re-enlivened only upon
usage. We may require advanced the date that the Update is installed.
payment for variable or consumption-
based pricing. 6. Impact of Updates. Updates could
cause disruption to services, for some
4. Support, Maintenance and New features to not work as they
Releases. During your order term, you previously did, or other interruptions.
will have free access to all updates, We will notify you in the release notes
upgrades, new releases, and patches if this is the case.
Octopus Deploy Customer Agreement
Product Terms 14
Octopus Cloud Product Terms
Effective 1 October 2024
Your use of the Octopus Cloud service is subject to these Product Terms.
1. Access to Octopus Cloud. We grant certain features may be offered on a
you a non-exclusive right to access trial, temporary, or beta basis, and the
and use Octopus Cloud. continued availability of any particular
feature is not guaranteed.
2. Licensed to installed components.
We grant you a worldwide, non- 7. Impact of Updates. Updates could
exclusive, fully paid, non-transferable cause disruption to services, for some
license to install and use the self- features to not work as they
installed application components of previously did, or other interruptions.
Octopus Cloud. We will notify you in the release notes
if this is the case.
3. Nature of Octopus Cloud. You
acknowledge that Octopus Cloud is an 6. Termination, removal and
online, subscription-based service suspension. Without limiting our
hosted and managed by us, the rights under the General Terms, we
features of which may change from may remove Your Data from Octopus
time to time. Cloud, or suspend your access to
Octopus Cloud, if we deem such
4. Usage. The fees payable for your action necessary based on your
continued license to Octopus Server violation of our General Terms, these
shall be calculated: Terms, any other agreements or terms
(a) based on fixed usage limits; between us, or our Acceptable Use
(b) with variable or consumption- Policy. We may provide notice and
priced billing based on actual reasonable opportunity for you to
usage; or correct your breach prior to removing
(c) a combination of the above, Your Data, but we may also suspend
as specified in your Order. your access immediately without
notice if we deem it necessary to
If you choose options (b) or (c), you protect the integrity of the Product,
acknowledge that your bill may vary security of other customers or to
each billing period, subject to your comply with any law or regulation. We
actual consumption in that billing have no liability to you for removing or
period. We may require you to make deleting Your Data from or
an advance payment towards any suspending your access to Octopus
consumption-based pricing. Cloud under this Section.
5. Support, Maintenance, and New 7. Static IP Addresses.
Releases. Octopus Cloud is provided Your Order may include a static IP
as an ongoing software-as-a-service. address (“Static IP”). We may on rare
During your order term we may occasions need to change the Static
update, upgrade, and patch, Octopus IP you have been provided. In such
Cloud, from time to time, and provide cases we will attempt to give you at
you technical support. You least thirty (30) days’ notice (or such
acknowledge and agree that We may, other period as we may specify in our
but are under no obligation to, release documentation) so you can prepare
any update, upgrade or patch at any for the change.
time or for any reason. New features.
Octopus Deploy Customer Agreement
Product Terms 15
Codefresh Terms
Effective 1 October 2024
Your use of the Codefresh software, and optional hosted service, is subject to these Product
Terms.
1. Supplier. For the purposes of Section (d) are not refundable, transferrable,
22.2 of the General Terms, the supplier or redeemable for cash.
of Codefresh is Codefresh, Inc., a
Delaware corporation. 11. Support, Maintenance and New
Releases. During your order term, you
2. Grant of License. We grant you a will have free access to all updates,
worldwide, non-exclusive, fully paid, upgrades, new releases, and patches
non-transferable license to install and for Codefresh, as well as technical
use Codefresh. support. You acknowledge that the
Hosted Service is provided as an
3. Access to Hosted Service. If included ongoing software-as-a-service. We
in your order, we grant you a non- may, but are under no obligation to,
exclusive right to access and use the release any update, upgrade or patch to
Codefresh hosting platform for the sole either Codefresh or the Hosted Service
purpose of hosting part or all of your at any time or for any reason. New
Codefresh instance (Hosted Service). features may be offered on a trial,
temporary, or beta basis, and the
8. License Delivery. You may need a continued availability of any particular
license key to activate and use feature is not guaranteed.
Codefresh. This key will be delivered
electronically. 12. Installation of Updates. You must
promptly install any updates, upgrades,
9. Usage. The fees for Codefresh may be or patches ("Updates"). If you do not
calculated: apply any Update within three (3)
(a) based on fixed usage limits; months of it being made generally
(b) based on actual usage; available to Codefresh users free of
(c) user or seat-based pricing; charge (or three (3) days in the case of
(d) a combination of the above; or, Updates that we identify as priority,
(e) by other means, urgent, or similar), the warranties and
as specified in your order. indemnities under the General Terms or
these or any other Product Terms
If your fee schedule provides for SHALL NOT APPLY and shall be re-
variable or consumption-based pricing, enlivened only upon the date that the
your fees may vary during each billing Update is installed.
period based on actual usage. We may
require advanced payment for variable 13. Impact of Updates. Updates could
or consumption-based pricing. cause disruption to services, for some
features to not work as they previously
10. Hosting credits. You may purchase did, or other interruptions. We will notify
credits for the Hosted Service as part of you in the release notes if this is the
your order. Such credits: case.
(a) will be calculated based on the
criteria published and detailed by 14. Termination, removal and suspension
us from time to time; of the Hosted Service. Without limiting
(b) are available during your order our rights under the General Terms, we
term only; may remove Your Data from the Hosted
(c) expire upon termination or expiry Service, or suspend your access to
of your then-current order; and Hosted Service, if we deem such action
Octopus Deploy Customer Agreement
Product Terms 16
necessary based on your violation of immediately without notice if we deem
our General Terms, these Terms, any it necessary to protect the integrity of
other agreements or terms between us, the Product, security of other
or our Acceptable Use Policy. We may customers or to comply with any law or
provide notice and reasonable regulation. We have no liability to you
opportunity for you to correct your for removing or deleting Your Data from
breach prior to removing Your Data, but or suspending your access to any
we may also suspend your access Hosted Service under this Section.
Octopus Deploy Customer Agreement
Product Terms 17
TAM Services Terms
Effective 1 October 2024
TAM Services are subject to these Product Terms.
1. Supplier. For the purposes of section 4. Term. The order term for your TAM
22.2 of the General Terms, the supplier Services shall be for the same order
of the TAM Services is the supplier of term as that under which you are
the Product for which you have supplied the Product supported by the
purchased the TAM Services, unless TAM Services. Termination or expiry of
provided otherwise. your order for the supported Product
shall automatically terminate your order
2. TAM Services. We shall provide a for the TAM Services. However, if you
dedicated technical account manager have multiple orders for supported
(the TAM Services) as set out in your Products, the TAM Services will
order. continue until termination or expiry of
your last outstanding order for the TAM
3. Upgrades. You may request to upgrade Services-supported Product.
your TAM Services. If we accept that
request, we shall invoice you pro rata 5. Warranties. We warrant that the TAM
the difference between your existing Services we provide to you will be as
TAM Services and your upgraded TAM we have described at the time of your
Services for the balance of the Order. We do not warrant any particular
applicable Order Term. The upgrade result or outcome of the TAM Services,
shall be effective as of the date including, without limitation, that the
specified in the invoice. However, we TAM Services we provide to you will fix,
are under no obligation to continue solve, remedy, alleviate, improve or
providing the upgraded TAM Services inform any problem or issue you may
until you have paid our invoice in full. have.
Octopus Deploy Customer Agreement
Product Terms 18
Priority Support Terms
Effective 1 October 2024
Priority Support is subject to these Product Terms.
1. Supplier. For the purposes of section may include utilising modern and up-
22.2 of the General Terms, the to-date operating systems and
supplier of Priority Support is the support software, utilising up-to-date
supplier of the Product for which you versions of our software, and
have purchased Priority Support, submitting support requests through
unless provided otherwise. the appropriate channels that we
provide.
2. Priority Support. We publish
guidelines for the manner and time in 5. Increase in Product use. If you
which we will respond to any support increase your use of the Product for
requests which you may submit to us which you have purchased Priority
(our Response Time Objectives). Support, we may invoice you for any
These are usually indicative only and corresponding additional Priority
non-binding on us. By purchasing Support fees correlating to your
Priority Support, we commit to increased usage of Octopus Server
meeting these Response Time and/or Octopus Cloud. If you fail to
Objectives as a binding obligation, as pay the additional fees as and when
well as other support benefits which due, our obligation to continue
we may offer as part of Priority providing Priority Support shall lapse
Support from time to time. We may until the fees are paid in full.
vary our Response Time Objectives
from time to time provided that such 6. Term. The order term for your Priority
variation does not substantially Support shall be the same as the order
diminish the quality of our Priority term for the supported Product.
Support during your order term. Termination or expiry of the order
term of the supported Product shall
3. Nature of Priority Support. Our ability automatically terminate Priority
to provide Priority Support depends Support. However, if you have
on you giving us complete information multiple orders for supported
and promptly following our Products, Priority Support will
instructions. Priority Support is a continue until termination or expiry of
commitment to responsiveness to, not your last outstanding order for the
resolution of, your support requests supported Product.
While we will make our best effort to
help, we cannot guarantee any 6. Service Credits. If we do not meet our
specific results, such as fixing or Response Time Objectives in a
solving your problem, as this is calendar month, as your sole remedy,
dependent upon factors outside of our you can request a credit. You must
control including your particular make this request within 30 days after
software, infrastructure, the end of that month, or you lose the
configurations, and your ability to right to do so. We will calculate the
implement any rectification works credit based on the severity of the
such as installing updates or issue, but it will not exceed 50% of the
reconfiguring your environment and Priority Support fees for that month.
your own timeframes for doing so. You can use credits toward any
outstanding or future payments you
4. Conditions. You must comply with owe us. Credits expire 12 months after
any technical requirements which we they are issued and cannot be
may require from time to time. This refunded or exchanged for cash.
Octopus Deploy Customer Agreement
Priority Support Terms 1 October 2024 19
Reseller Terms
Effective 1 October 2024
If you have purchased any of our Products through one of our authorised Resellers, your
purchase is subject to these Product Terms.
1. Resellers. Resellers include any of our 4. Standard terms apply. Except as
authorised channel partners, otherwise provided in these Product
distributors, or resellers. Terms, our respective obligations are
as per our Agreement formed in
2. Orders. Your Reseller handles your accordance with Section 1.1 of our
orders including payments, credits, General Terms. Your agreement with
refunds, etc. on your behalf. We fulfil your Reseller is solely between you
orders based on the information that and your Reseller and we are not party
your Reseller provides. The accuracy, to that agreement. Resellers are not
completeness, and timeliness, of your authorised to accept any
order and the making of any payments supplemental or other terms on our
under your order is solely between behalf and any terms which they
you and your Reseller. Your Reseller’s purport to accept on our behalf are
pricing may be different to our own. void, non-binding and of no effect on
us.
3. Liability. Any payments we receive
from or refunds or credits we give to 5. Termination or expiry of your
your Reseller are deemed to be on agreement with your Reseller. If your
your behalf. If we owe any obligation agreement with your Reseller ends for
to you under your Agreement, we any reason, and you continue to use
have satisfied that obligation if we our Products, you shall be solely and
have done so for your Reseller. You directly liable for any ongoing or
are liable for your Reseller’s actions as future obligations previously assumed
if they are your own, including if the by the Reseller on your behalf
Reseller defaults on payment or including paying any renewal or other
misuses the Products supplied to you. prices at our then-current pricing.
We are not liable for responding to
directions given to us by your Reseller
on your behalf, regardless of whether
your Reseller was authorised to give
that direction.
Octopus Deploy Customer Agreement
Product Terms 20
Octopus Deploy Customer Agreement
Data Processing Agreement
Effective 1 October 2024
This Data Processing Agreement ("DPA") is an addendum to our Octopus Deploy Customer
Agreement ("Customer Agreement").
This DPA applies to the extent that we act as a Processor and you act as a Controller of any
Personal Data in connection with our Customer Agreement
We enter into this DPA on our own behalf and on behalf of each of our Affiliates. If your
Affiliates have the benefit of our Services, or provide Personal Data to us for the purposes of
your Customer Agreement, you enter into this DPA on your own behalf and on behalf of each
of your Affiliates.
For the purposes of this DPA only, save as indicated otherwise, a reference to "we", "our" or
"us" is also a reference to each of our Affiliates, and a reference to "you" or "your" is also a
reference to each of your Affiliates. For the avoidance of doubt, this does not impose any
further rights or obligations on any of our respective Affiliates under the Customer Agreement.
In the event of any inconsistency between this DPA and the Customer Agreement, the terms of
this DPA shall prevail in respect of our respective privacy and data security rights and
obligations as described herein, and the terms of the Customer Agreement shall prevail in all
other respects.
1. Definitions and Interpretation (e) any other applicable law with
1.1. Unless otherwise defined herein, respect to Your Personal Data in
capitalized terms and expressions used respect of which we, our
in this DPA shall have the following Affiliates, and / or a
meaning: Subprocessor, are subject.
"Affiliate" means: "CA Personal Information" means
(a) the partners of any partnership; Personal Data that, under the CCPA,
(b) an incorporated entity that owns constitutes “personal information".
or controls, is owned or
controlled by, or is under "CCPA" means California Civil Code
common ownership or control, Sec. 1798.100 et seq. (also known as
with a party to this DPA (the term the California Consumer Privacy Act of
"control" meaning the power to 2018).
directly or indirectly direct the
management or conduct of the "Controller" means you, as the natural
entity by any means); or or legal person, public authority,
(c) any unincorporated association, agency or other body which, alone or
or the trustee of any trust, which, jointly with others, determines the
if incorporated, would be an purposes and means of the Processing
Affiliate under (b). of Personal Data, whether defined as a
controller or otherwise, or otherwise
"Applicable Laws" means: defined as a controller under Applicable
(a) the CCPA; Laws.
(b) the GDPR;
(c) the UK Data Protection Laws “Customer Agreement” means our
(d) the Australian Privacy Act 1988 standard Customer Agreement for the
(Cth); and supply of our Services as amended,
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 21
superseded, or replaced from time to "Services" means:
time. (a) our commercially available
downloadable software products;
"Data Subject" means a person to (b) our cloud services; and
whom Personal Data relates, whether (c) any related support,
defined as a data subject or otherwise, maintenance, or professional
or otherwise defined as data subject services, provided by us,
under Applicable Laws. as set out in our Customer Agreement.
"DPA" means this Data Processing "Standard Contractual Clauses"
Agreement and all schedules. means the standard contractual clauses
approved by the European Commission
"GDPR" means EU General Data for transfers of Personal Data to
Protection Regulation 2016/679. countries not otherwise recognised as
offering an adequate level of protection
"ICO" means the Information for Personal Data by the European
Commissioner's Office or such other Commission, being Module 2 controller
data protection regulator responsible to processor clauses as approved by
for monitoring or enforcing compliance the European Commission in
with UK Data Protection Laws in the UK. Commission Decision 2021/914 dated 4
June 2021 (as amended and updated
"include" includes without limitation. from time to time).
"Personal Data" means data about an "Subprocessor" means any person
identified individual or a person whom (whom we appoint or is appointed on
is reasonably capable of being our behalf, to process Personal Data on
identified (whether by reference to the your behalf, in connection with the
Personal Data or in combination with Customer Agreement (which may
other data) or otherwise defined as include our Affiliates, but which
personal data, personal information, or excludes our employees, agents, and
similar, under Applicable Laws. sub-contractors, and those of our
Affiliates).
"Personal Data Breach" means a
breach of security actually leading to "UK Addendum" means the UK
the unauthorised or unlawful International Data Transfer Addendum
processing, damage, alteration, to the Standard Contractual Clauses
disclosure or access to, loss, version B1.0, as may be amended,
destruction, or other dealing, of replaced or superseded by the ICO
Personal Data. from time to time (including as formally
issued by the ICO under section 119A(1)
"Processing" includes collecting, of the DP Act).
recording, storing, modifying, using,
disclosing, distributing, publishing, "UK Data Protection Laws" means any
deleting, or otherwise dealing with, applicable laws and regulations in the
Personal Data, whether defined as UK relating to the use or processing of
processing or otherwise, under personal data including:
Applicable Laws. (a) the GDPR as it forms part of the
law of England and Wales,
"Processor" means us, being a Scotland and Northern Ireland by
company which processes Personal virtue of section 3 of the
Data on your behalf (as Controller), European Union (Withdrawal) Act
whether defined as a processor or 2018 ("UK GDPR");
otherwise, under Applicable Laws.
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 22
(b) any laws or regulations ratifying, (d) you will promptly inform us if any
implementing, adopting, of the circumstances in sections
supplementing or replacing the 2.1(a) to 2.1(c) change.
GDPR; 2.2. Subject to section 5 below, you
(c) the Data Protection Act 2018 ("DP acknowledge and agree that your
Act"); acceptance of our Customer
(d) any laws and regulations Agreement (including this DPA)
implementing or made pursuant constitutes your lawful, valid and final
to EU Directive 2002/58/EC (as instructions to us, and authorisation for
amended by 2009/136/EC); and us to retain Subprocessors and direct
(e) the Privacy and Electronic our Subprocessors, to:
Communications (EC Directive) (a) process Your Personal Data; and
Regulations 2003, (b) transfer Your Personal Data to
in each case, as updated, amended or any country or territory,
replaced from time to time. as reasonably necessary for the
provision of the Services and
"Your Personal Data" means any consistent with the Customer
Personal Data which we, or a Agreement and this DPA.
Subprocessor, Process on your behalf
under or in connection with the 2.3. You acknowledge and agree that:
Customer Agreement. (a) nothing in this DPA (including,
without limitation, sections 4, 6,
1.2. Plural or other derived terms of those and 7), is a substitute for you
terms defined in section 1.1 shall be implementing your own
construed accordingly. independent policies and
procedures for dealing with Your
2. Your use of Your Personal Data Personal Data in accordance with
2.1. You acknowledge and agree, and your own obligations under
represent and warrant, that: contract, under Applicable Law,
(a) you appoint us as a Processor of or otherwise (including technical
Your Personal Data for the and organisational policies,
purposes of the Applicable Laws; physical and electronic security
(b) you are solely responsible for: measures, and legal measures);
(i) the contents of Your and
Personal Data including (b) we are not responsible, and you
ensuring that it is accurate, indemnify us from, any liability
complete, and up to date; (including to a Data Subject), for
and any act, omission, or event
(ii) your instructions to us and (including a Personal Data
to our Sub-Processors in Breach) which arises as a result
dealing with Your Personal of your breach of section 2.1 or
Data from time to time your failure to implement and
(including that those abide by appropriate policies and
instructions comply with procedures as described in
any Applicable Laws); and section 2.3(a) (including where
(c) you have full legal right and we have done, or omitted to do,
authority (including any and all anything, in reliance on an
necessary consents) under instruction from you, where the
Applicable Laws to provide us: instruction arises from your such
(i) Your Personal Data; and failure).
(ii) instructions regarding Your
Personal Data; and
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 23
3. Our obligations in respect of Your (b) the ability to ensure the ongoing
Personal Data confidentiality, integrity,
3.1. We shall only Process Your Personal availability and resilience of
Data for the purposes of or incidental to processing systems and
the Customer Agreement and this DPA services;
and in compliance with Applicable (c) the ability to restore the
Laws. availability and access to
3.2. Where we process Your Personal Data, personal data in a timely manner
we will in respect of Your Personal in the event of a physical or
Data, act only on written instructions technical incident; and / or
and directions from the you (which (d) a process for regularly testing,
includes, for the avoidance of doubt, all assessing and evaluating the
authorisations given by you under the effectiveness of technical and
Customer Agreement) and will comply organisational measures for
promptly with all such instructions and ensuring the security of the
directions received from you from time processing.
to time unless we are required to
Process Your Personal Data to comply 4.3. The technical and organisational
with Applicable Law to which we are security measures that we may take
subject to in which case we will notify from time to time may take into account
you of such legal requirement prior to matters including:
such processing unless such law (a) the state of the art;
prohibits notice to you on public (b) the costs of implementation;
interest grounds. (c) the nature, scope, context and
purposes of Processing;
4. Confidentiality and security (d) the risk of varying likelihood and
4.1. We shall take reasonable steps to severity for the rights and
ensure that access to Your Personal freedoms of natural persons; and
Data is limited to those of our: (e) the risk of Processing your
(a) employees, agents, and sub- Personal Data, e.g. from a
contractors; Personal Data Breach.
(b) Affiliates, and their respective
employees, agents, and sub- 5. Subprocessors
contractors; and 5.1. We may engage Subprocessors from
(c) Sub-processors, and their time to time, a current list of which is
respective employees, agents, published on our website and kept up to
and sub-contractors, date. Where we engage or intend to
for the purposes of the Customer engage a Subprocessor, or change or
Agreement and of this DPA, and subject intend to change a Subprocessor, we
to obligations of confidentiality (which shall update such list in advance and
may be under contract or under such update shall constitute our notice
Applicable Law). to you of the engagement or change.
We will ensure that any Subprocessors
4.2. We shall implement all appropriate provide the level of protection of Your
technical and organisational measures Personal Data required under
to ensure a level of security in relation Applicable Laws, including as set out in
to Your Personal Data. The nature of the remainder of this section 5.
these measures may change or vary
from time to time but may include, as 5.2. When appointing a Subprocessor in
appropriate: accordance with section 5.1, we shall
(a) the pseudonymisation and enter into a written agreement with
encryption of personal data; such Subprocessor, prior to any
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 24
processing by such Subprocessor, 7.2. We shall co-operate with you and take
requiring the Subprocessor to: such reasonable commercial steps as
(a) process Your Personal Data only you direct to assist in the investigation,
in accordance with our written mitigation and remediation of each such
instructions; Personal Data Breach. We may require
(b) comply with data protection or request that you reimburse our
obligations equivalent in all reasonable costs of providing
material respects to those assistance where the assistance
imposed on us under this DPA. directed goes further than is necessary
5.3. Your authorisation pursuant to section for the purpose of complying with
2.2 shall be conditional upon us Applicable Law.
ensuring there is adequate protection
and appropriate safeguards for Your 8. Your Personal Data post-termination
Personal Data in accordance with or expiry of Customer Agreement
Applicable Laws when it is transferred 8.1. We will delete or return all Your
or accessed in that country or territory. Personal Data Processed under this
DPA in accordance with Applicable Law
5.4. Notwithstanding the appointment of a and our Customer Agreement.
Subprocessor, we are responsible and
liable to you for any processing by the 8.2. We may retain Your Personal Data to
Subprocessor in breach of this DPA. the extent required or permitted by
Applicable Law and our Customer
6. Data Subject Rights Agreement. We shall ensure that any
We shall as soon as reasonably such retained Your Personal Data is
practicable notify you if we receive a kept confidential and only used,
request, notice, communication or disclosed, retained, or otherwise dealt
complaint from a Data Subject in with, as permitted under Applicable
respect of Your Personal Data (where Law and our Customer Agreement.
you are the Controller and we are the
Processor). We shall give you our full 9. Assistance
co-operation and assistance in 9.1. We shall, on request or where
responding to the same, and to enable otherwise reasonable to do so, provide
you to otherwise comply with reasonable assistance to you with any
Applicable Laws, including to provide data protection impact assessments, or
you with ways in which you can any prior consultations with competent
reasonably manage Your Personal data privacy authorities, in relation to
Data. our, and any Subprocessors,
Processing of Your Personal Data.
7. Personal Data Breach
7.1. If we become aware of a Personal Data 9.2. We may, where permitted by Applicable
breach affecting Your Personal Data, Laws, require or request that you
we will (subject to the requirements of reimburse our reasonable costs of
any Applicable Laws) endeavour to: providing assistance under section 9.1.
(a) notify you as soon as practicable;
and 10. Compliance
(b) provide you with sufficient 10.1. We will provide you with any
information as is available to us to information reasonably necessary to
allow you to meet any obligations demonstrate our compliance with this
to report or inform any affected DPA (which may include inspection or
Data Subjects of the Personal audit of relevant records) in
Data breach under Applicable accordance with this section 10.
Laws.
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 25
10.2. Any request by you or any of your assistance which we are required to
Affiliates, is deemed to be a request by provide under Applicable Laws, require
you and all of your Affiliates jointly. or request that you reimburse our
reasonable costs of providing
10.3. You may make a request for information assistance under this section 10.
once in any calendar year unless you
have genuine reasons for a request 11. Restricted data transfers under the
sooner or are required or entitled to do GDPR
so under Applicable Laws, and have 11.1. This section 11 applies to the extent that
identified those reasons to us when you instruct us to Process Personal
making the request. Data originating from within the
European Union and/or European
10.4. Your right to request information only Economic Area and to the extent that
applies to the extent relevant to our the GDPR applies to our Processing
compliance with the requirements of when making that transfer, such
Applicable Laws and does not transfer is not governed by an
constitute a general right to request any adequacy decision made by the
other information. European Commission in accordance
with the relevant provisions of the
10.5. The persons to whom any information GDPR. Such transfer shall constitute an
is provided in response to your request "EU SCCs Transfer".
must keep the information provided to
them confidential save to the extent 11.2. Subject to our compliance with this
necessary to confirm to you our section 11 you consent to our
compliance with this DPA. Those transferring Your Personal Data
persons must further (at our option) (including Personal Data) to countries
return or destroy that information upon outside of the European Union and/or
delivery of their final report to you. European Economic Area.
10.6. You must provide us a reasonable time 11.3. Where there is an EU SCCs Transfer,
to respond to your request. such transfer shall be permitted
provided that where we process
10.7. If our response to your request includes Personal data as a Processor, and you
your inspection or audit of any of our are a Controller, we shall be bound by
infrastructure or premises, the persons and comply with the Standard
carrying out such inspection must avoid Contractual Clauses and the following
or minimise any disruption to us, and shall apply:
comply with any directions, policies, or (a) Clause 7 (docking) shall not
procedures, which we may require apply;
(including physical or electronic (b) In respect of Clause 9 (sub-
security policies). processors), Option 2 (general
authorisation) applies, and we
10.8. We may require your auditor or shall specifically inform you in
representative to provide reasonable writing of any intended changes
evidence of identity or authority before to our Subprocessors in
responding to their request or accordance with section 5;
permitting access to any information or (c) The "OPTION" in Clause 11(a)
to conduct any audit. shall not apply and the wording in
square brackets in that Clause
10.9. We may, only where expressly shall be deleted;
permitted by Applicable Laws or where (d) In respect of Clause 17
the assistance that you request and we (governing law), the Parties agree
may provide exceeds the scope of the
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 26
that the governing law shall be 12. Restricted data transfers under the UK
Ireland; GDPR
(e) In respect of Clause 18 (choice of 12.1. Where Your Personal Data is
forum and jurisdiction), the transferred by you to us outside the UK,
relevant courts shall be the courts then to the extent that the UK GDPR
of Ireland; applies to our Processing when making
(f) Annex I, Section A of the that transfer, and such transfer is not
Standard Contractual Clauses governed by an adequacy decision
shall be completed with the made by the Secretary of State in
information set out in Schedule 1 accordance with the relevant
of this DPA and the signature and provisions of the UK GDPR and the DP
date shall be deemed to be as at Act, such transfer shall constitute a "UK
the date of this DPA; Addendum Transfer".
(g) Annex I, Section B of the
Standard Contractual Clauses 12.2. Subject to our compliance with this
shall be completed with the section 12 you consent to our
information set out in Schedule 1 transferring Your Personal Data
of this DPA; (including Personal Data) to countries
(h) Annex I, Section C shall be outside of the UK.
completed as follows: [the Data
Exporter's competent 12.3. For the UK Addendum, the following
supervisory authority as shall apply:
determined by the EU GDPR]; and (a) Table 1 shall be deemed
(i) Annex II of the Standard completed with the relevant
Contractual Clauses shall be information from Schedule 1 of
completed with the information this DPA;
set out in section 4 and Schedule (b) In Table 2, the first option shall be
2 of this DPA. selected with the date being the
date of this DPA and the
11.4. In the event of any inconsistency reference being to the EU SCCs
between this DPA and the Standard identified in section 11.3 of this
Contractual Clauses, the Standard DPA;
Contractual Clauses shall prevail to the (c) Table 3 shall be deemed
extent of the inconsistency. completed with the relevant
information as set out in Schedule
11.5. If the Standard Contractual Clauses 1 of this DPA; and
entered into in accordance with section (d) Table 4 shall be deemed
11.3 are deemed at any time not to completed such that we have the
provide an adequate level of protection right to end the UK Addendum as
in relation to Your Personal Data or set out in Section 19 of Part 2 of
transfers of data within/to the under the the UK Addendum.
Applicable Laws, on receipt of notice of
such from either party, the parties will 12.4. In the event of any inconsistency
work to implement such alternative between this DPA and the UK
measures and execute all such Addendum, the UK Addendum shall
documents as may be required to prevail to the extent of the
comply with the Applicable Laws to inconsistency.
ensure that the relevant transfer and all
resulting Processing are compliant with 12.5. If the UK Addendum entered into in
Applicable Laws. accordance with section 12.3 is
deemed at any time not to provide an
adequate level of protection in relation
to Your Personal Data or transfers of
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 27
data within/to the under the Applicable therewith, the parties
Laws, on receipt of notice of such from acknowledge and agree that our
either party, the parties will work to access to CA Personal
implement such alternative measures Information or any other of Your
and execute all such documents as may Personal Data does not constitute
be required to comply with the part of the consideration
Applicable Laws to ensure that the exchanged by the parties in
relevant transfer and all resulting respect of the Customer
Processing are compliant with Agreement.
Applicable Laws.
14. General
13. Application of the CCPA 14.1. All notices and communications given
13.1. For the purpose of the CCPA, you under this DPA must be in writing and in
acknowledge and agree that you are a accordance with the Customer
Business and we are a Service Provider Agreement.
(as those terms are defined in the
CCPA). 14.2. Each party's liability (excluding under
any indemnity) under this DPA including
13.2. To the extent that any of Your Personal the Standard Contractual Clauses, is
Data is subject to the CCPA, we shall limited as set out in the Customer
Process Your Personal Data in Agreement.
accordance with and as permitted by
the CCPA, this DPA, and the Customer 14.3. Save to the extent that this DPA or
Agreement. Applicable Law provides otherwise, this
DPA is subject to the law and
13.3. More particularly: jurisdiction, and the venue for any
(a) We shall not: dispute, shall be as provided in the
(i) sell any CA Personal Customer Agreement.
Information;
(ii) retain, use or disclose any
CA Personal Information for
any purpose other than for
the specific purpose of
providing the Services,
including retaining, using,
or disclosing the CA
Personal Information for a
commercial purpose (as
defined in the CCPA) other
than provision of the
Services; or
(iii) retain, use or disclose the
CA Personal Information
outside of the direct
business relationship
between us and You. We
hereby certify that we
understand our obligations
under this section and will
comply with them.
(b) Notwithstanding anything in the
Customer Agreement or any
order form entered in connection
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 28
Schedule 1
Data Processing Particulars
(A) Role of Parties Octopus Deploy Pty Ltd (we, our, or us) act as processor on
behalf of the Customer (you, your) as Controller.
(B) Subject matter, Subject matter
nature and Our provision of software and services to you in accordance
purpose of the with our Customer Agreement.
processing of
Personal Data Nature
We may undertake Processing activities such as collecting,
recording, storing, modifying, using, disclosing, distributing,
publishing, deleting, and other operations.
Purpose
Personal Data is processed in order to facilitate our supply of
and your use of software and services in accordance with the
Customer Agreement.
(C) Duration of the For the term of the Customer Agreement and for up to seven (7)
processing of years following termination or expiry of the agreement, subject
Personal Data to our lawful and legal requirements and obligations, and any
request for earlier deletion which may be received.
(D) Type of Personal Data
Personal Data The personal data transferred contains a data subject’s name,
processed contact information including email address(es), payment
information (where applicable), data related to third party single
sign on (SSO) services, and behavioural data while carrying out
operations in respect of the software and services supplied
under the Customer Agreement, including the time actions are
performed.
Special Categories of Personal Data
No transfer of special categories of data is anticipated.
Criminal Records Data
No transfer of criminal records data is anticipated.
(E) Categories of The Personal Data transferred concerns technical
data subjects of representatives, billing representatives, project managers, end
the Personal users, and other persons whom may act on your behalf from
Data time to time for the purposes of the Customer Agreement.
(F) Cross-Border Data exporter(s)
Data Transfers Note: the data exporter is the party transferring personal data outside of the UK/EEA, as
applicable.
Which party is
the data Name As recorded in Octopus Deploy’s
exporter and licensing portal from time to time.
data importer Address As recorded in Octopus Deploy’s
will depend on licensing portal from time to time.
how data flows
between the Contact person’s As recorded in Octopus Deploy’s
Parties. name, position, and licensing portal from time to time.
contact details
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 29
Activities relevant As agreed between the Parties, in
to the data accordance with this DPA and the
transferred under Customer Agreement.
these Clauses
Signature and Date Signature and date shall be deemed to be
as at the date of the Customer
Agreement.
Role Controller
Data importer(s)
Note: the data importer is the party receiving personal data outside of the UK/EEA, as
applicable.
Name Octopus Deploy Pty Ltd (and, where
applicable, its Affiliates as defined in the
Agreement)
Address (c/o) Octopus Deploy Pty Ltd
Level 4, 199 Grey Street
South Brisbane QLD 4101
Australia
Contact person’s The Data Protection Officer
name, position, and privacy@octopus.com
contact details
Activities relevant As agreed between the Parties, in
to the data accordance with this DPA and the
transferred under Customer Agreement.
these Clauses
Signature and Date Signature and date shall be deemed to be
as at the date of the Customer
Agreement.
Role Processor
Description of the Transfer
As set out in Items (B) to (E) of this Schedule.
Frequency of the transfer (e.g. whether the data is transferred
on a one-off or continuous basis)
Continuous
(G) Is personal data Yes, in some circumstances according to the Data Exporter’s
received from use of the software and services under the Customer
the Data Agreement.
Importer
combined with
personal data
collected by the
Data Exporter?
(H) List of Approved As set out from time to time at https://octopus.com/legal/gdpr
Subprocessors
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 30
Schedule 2
Technical and Organisational Security Measures
We shall implement appropriate technical and crypto keys used for the
organizational measures to ensure a level of encryption of your Personal Data.
security appropriate to the risk, including as
appropriate: (b) Storage. We shall retain all your
Personal Data in a physically and
1. the pseudonymization and encryption logically secure environment to
of Personal Data; protect from unauthorized
access, modification, theft,
2. measures designed to ensure the on- misuse and destruction. We shall
going confidentiality, integrity, utilize platforms to host your
availability and resilience of processing Personal Data that are configured
systems and services and deliverables to conform to industry standard
under the Agreement; security requirements and will
only use hardened platforms that
3. the ability to restore the availability and are continuously monitored for
access to your Personal Data in a timely unauthorized changes.
manner in the event of a physical or
technical incident; (c) Endpoint Detection & Response;
Firewall. We shall utilize
4. a process for regularly testing, programs that are capable of
assessing and evaluating the detecting, removing, and
effectiveness of technical and protecting against known types
organizational measures for ensuring of malicious or unauthorized
the security of the Processing; software. We will implement
firewalls designed to ensure that
5. a process and procedures to monitor all traffic from and to the
and log processing systems for supplier’s systems that host your
unauthorized changes and other data systems are restricted to
evidence the processing environment only what is necessary to ensure
has been compromised. We shall the proper functioning of the
document and monitor compliance with services and deliverables under
these measures. Technical and the Agreement. All other
organizational measures are subject to unnecessary ports and services
technical progress and further will be blocked by firewall rules at
development and we may implement our network.
alternative adequate measures
provided we shall not decrease the (d) Vulnerability Management
overall security of the services and (i) Updates and Patches.
deliverables during the term of the With regards to the
Agreement. The minimum security handling of your Personal
measures to be implemented by us are Data, we shall establish and
as follows: maintain mechanisms for
vulnerability and patch
(a) Encryption. We shall use strong management that are
encryption methodologies to designed to evaluate
protect your Personal Data application, system, and
transferred over public networks, network device
and shall implement whole disk vulnerabilities and apply
encryption for all Personal Data at our operating system and
rest and in transit. We will fully application like Web
document and comply with Servers, Database etc., and
industry best practice and our our security fixes and
key management procedures for
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 31
patches in a timely manner Personal Data. We shall
taking a risk-based conduct the audit annually
approach for prioritizing in accordance with all
critical patches. For critical, applicable local laws,
zero-day, patches will be regulations and where
applied within 30 days. applicable requirements for
credit card and privacy
(ii) Data Loss Prevention. We (including without limitation
shall implement PCI DSS) as well as
appropriate controls that industry common
prevent data loss to protect standards for information
your Personal Data, and security. An audit report
shall integrate the results of shall be provided to you
that activity with its within three (3) months
program for audit logging upon the completion of
and intrusion detection as every year’s Services by us
described below. to you.
(iii) Audit Logging; Intrusion (v) Physical Security. Where
Detection. We shall collect we are Processing your
and retain audit logs Personal Data, such
recording privileged user Personal Data shall be
access activities, housed in secure areas,
authorized and physically protected from
unauthorized access unauthorized access, with
attempts, system appropriate environmental
exceptions, and and perimeter controls. the
information security facilities shall be physically
events, complying with protected from
applicable policies and unauthorized access,
regulations. Audit logs shall damage, theft and
be reviewed at least daily interference.
and automated detection
tools shall be implemented (vi) Disaster Recovery
to help facilitate timely Management. We shall
detection, investigation by provide documentation of
root cause analysis and its formal and secure
response to incidents. disaster recovery plan,
Physical and logical user meeting a standard of
access to audit logs shall industry best practice
be restricted to authorized standards and redacted for
Parties only. proprietary and
confidential information.
(iv) Information Risk We shall share evidence
Assessment. On an annual with you that we conduct
basis, we shall cooperate regular testing of that plan
with you, at your discretion, on at least an annual basis,
to perform formal risk which impacts any of your
assessments to determine Systems and your Personal
the likelihood and impact of Data governed by the
potential privacy and Agreement.
security risks to your
Octopus Deploy Customer Agreement
Data Processing Agreement 1 October 2024 32